Background on Moonshot Award Practices -
In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
On January 5, 2023, the Federal Trade Commission (FTC) announced its long-anticipated proposed rule, which if adopted, would essentially ban all noncompete agreements between employers and their workers that restrict such...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
1. What is the Pay Versus Performance Rule?
See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more
On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more
The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more
12/3/2020
/ Capital Raising ,
Disclosure Requirements ,
Equity Securities ,
Financial Statements ,
Form S-8 ,
GAAP ,
Proposed Amendments ,
Publicly-Traded Companies ,
Rule 701 ,
Section 409A ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Technology ,
Trading Platforms
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
This client alert addresses certain complex issues facing public company compensation committees as companies are adapting to the economic impact of COVID-19. We also point out the restrictions placed on executive...more
This client alert is intended to remind you of certain 2018 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more
1/24/2019
/ Employee Stock Purchase Plans ,
Filing Requirements ,
Form 3921 ,
Form 3922 ,
Incentive Stock Options ,
Internal Revenue Code (IRC) ,
IRS ,
ISOs ,
Privately Held Corporations ,
Reporting Requirements ,
Stock Issuance ,
Stocks ,
Tax Planning
Increased 701 Disclosure Threshold -
The U.S. Securities and Exchange Commission unanimously voted on July 18 to adopt final amendments to Rule 701, which provides private companies an exemption from registration for...more
7/20/2018
/ Amended Rules ,
Comment Period ,
Disclosure Requirements ,
Employee Benefits ,
Form S-8 ,
Gig Economy ,
Offerings ,
Public Comment ,
Registration Requirement ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Stock Options ,
Threshold Requirements
This client alert is intended to remind you of certain 2017 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more
1/15/2018
/ Compensation & Benefits ,
Employee Benefits ,
Employee Stock Purchase Plans ,
Filing Requirements ,
Income Taxes ,
IRS ,
ISOs ,
Reporting Requirements ,
Required Forms ,
Stock Options ,
Stock Transfer Restrictions
Having recently affirmed that there will be no postponement of the 2018 effective date for CEO pay ratio disclosure, the U.S. Securities and Exchange Commission on Sept. 21 issued interpretive guidance to assist companies in...more
Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies. It appears, at least for now, that the CEO pay...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder...more
On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more
7/8/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Incentive Stock Options ,
Look-Back Measurement Period ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Stock Options ,
Total Shareholder Return (TSR)
On October 4, 2013, California reduced the additional California state income taxes levied on deferred arrangements that violate Section 409A of the Internal Revenue Code. For taxable years beginning on January 1, 2013,...more
On January 11, 2013 the Securities and Exchange Commission ("SEC") approved the equity listing standards proposed by the NYSE and Nasdaq, as amended1 regarding compensation committee independence criteria and compensation...more